Carr v Resource Equities Limited

In *Carr v Resource Equities Limited*, the appellants, former directors of Resource Equities Limited (REL), appealed a decision of McDougall J. The dispute concerned allegations that the directors had breached their duties to the company, including claims regarding directors' fees, the improper issue of shares to maintain control, and the company bearing their legal costs. The appeal focused on the issue of contribution between the directors.

The court was required to determine whether the appellants had established that Mr Thomas, another director, had breached his duties to REL, whether any such breach caused loss to REL, and whether it would be equitable to order contribution in the circumstances. The appellants sought to rely on findings of breach made against themselves by the primary judge to establish a breach by Mr Thomas.

The court rejected the appellants' case for contribution. It found that the appellants had not established a breach of duty by Mr Thomas, nor had they demonstrated that any conceivable breach by him caused a loss to REL. Furthermore, the court considered it inequitable to make such an order given the circumstances. The court noted that the appellants' case at trial had primarily focused on their own innocence rather than establishing a breach by Mr Thomas, leading to a lack of detailed findings of fact specifically directed to Mr Thomas's conduct and the evidence available to him. The court also highlighted that many of the findings of fact relied upon by the appellants were influenced by findings of their own impropriety, such as the "Fox transaction" being both improvident and motivated by self-interest.

The appeal was dismissed with costs.